TORONTO, July 28, 2011 /CNW/ - With reference to the press release dated
June 9, 2011, Centric Health Corporation ("Centric Health" or the
"Company") (TSX: CHH), Canada's leading diversified healthcare services
company, today announced that it has concluded a purchase agreement
pursuant to which the existing arrangement between Centric Health, GHIS
Capital Inc. ("GHIS Capital") and Alegro Health Partners, Inc. ("AHP")
will be terminated effective July 31, 2011 (the "AHP transaction").
AHP was established in 2007 as a wholly-owned subsidiary of the Company
(then Alegro Health) in order to facilitate the expansion into new
healthcare sectors in which the Company had no interests at that time.
As previously described in Centric Health's Annual Financial Statements
and other documents since the establishment of AHP, under the terms of
the existing arrangement, which was amended in 2009, GHIS Capital had a
warrant to acquire a 25% interest in AHP for $33,000 ("the AHP
Warrant"). This warrant was scheduled to expire in May 2012.
Following a process involving an independent committee of the Board of
Directors of Centric Health, which included a fairness opinion from a
national tier audit firm related to the value of the AHP Warrant owned
by GHIS Capital, the AHP transaction will be facilitated by way of
Centric Health acquiring all of the shares of GHIS Capital. As
consideration for such acquisition, Centric Health will issue 3.5
million treasury shares to the shareholders of GHIS Capital, which
represents less than 2.5% of the issued and outstanding common shares
of the Company on a non-diluted basis. The treasury shares will be
issued and held in escrow for one year. Upon completion of the AHP
transaction on July 31, 2011, the existing security holder agreement
between Centric Health and GHIS Capital will be terminated.
"Centric Health has developed significantly over the past few years, and
continues to expand through diversification of our healthcare services
offerings. The AHP transaction simplifies Centric Health's corporate
structure, provides clarity to stakeholders, and helps to ensure that
there are no unintended conflicts going forward," said Peter Walkey,
Chief Financial Officer of Centric Health. "GHIS has clearly played an
extremely valuable role in the growth of the Company, and we are
pleased with the timely and reasonable basis upon which the AHP
transaction was negotiated."
The AHP transaction has received all necessary approvals.
About Centric Health
Centric Health's vision is to be Canada's premier healthcare company,
providing innovative solutions centered on patients and healthcare
professionals. As a diversified healthcare company with investments in
several niche service areas, Centric Health currently has operations in
medical assessments, disability and rehabilitation management,
physiotherapy, surgical and medical centres, homecare, home medical
equipment, specialty pharmacy and wellness and prevention. With
knowledge and experience of healthcare delivery in international
markets and extensive and trusted relationships with payers,
physicians, and government agencies, Centric Health is pursuing
expansion opportunities into other healthcare sectors to create value
for all stakeholders with an unwavering commitment to the highest
quality of care. Centric Health is listed on the TSX under the symbol
CHH. For further information, please visit www.centrichealth.ca / www.lifemark.ca / www.medichair.com. Centric Health's strategic advisor is Global Healthcare Investments &
Solutions, Inc. ("GHIS") (www.ghis.us). GHIS and entities controlled by shareholders of GHIS are currently
the largest shareholders of Centric Health.
This press release contains statements that may constitute
"forward-looking statements" within the meaning of applicable Canadian
securities legislation. These forward-looking statements include,
among others, statements regarding business strategy, plans and other
expectations, beliefs, goals, objectives, information and statements
about possible future events. Readers are cautioned not to place undue
reliance on such forward-looking statements. Forward-looking statements
are based on current expectations, estimates and assumptions that
involve a number of risks, which could cause actual results to vary and
in some instances to differ materially from those anticipated by
Centric Health and described in the forward-looking statements
contained in this press release. No assurance can be given that any of
the events anticipated by the forward-looking statements will transpire
or occur or, if any of them do so, what benefits Centric Health will
derive there-from.